Audit and Tax Engagement Letters

Transcription

1 GAVI Alliance Board Meeting, 30 November 1 December 2010 Doc #09a Audit and Tax Engagement Ltrs FOR DECISION The Board is responsible for appointing GAVI s independent auditor. At its meeting on 29 November 2010, the Audit and Finance Committee will review the engagement letters for KPMG s reappointment and consider recommending to the Board that it: Appoint KPMG SA/AG as independent auditor of the GAVI Alliance for 2010 Appoint KPMG LLP to provide US tax services for the GAVI Alliance for 2010 Approve the 2010 audit and tax engagement letters with KPMG SA/AG and KPMG LLP. Audit Engagement Audit and Tax Engagement Letters 1.1 The majority of GAVI s overall audit work will be performed on the GAVI Alliance in Switzerland. To perform the work, KPMG SA/AG (Geneva) has tabled the enclosed audit engagement letter for the Board s consideration. 1.2 KPMG s proposed fee is US$ 193,000 and represents an increase of 8% versus last year s audit, fully attributable to the devaluation of the US Dollar. On a local currency basis, KPMG in Switzerland is keeping its costs flat. The Secretariat considers this fee reasonable and will suggest that the Audit and Finance Committee recommend this engagement to the Board. Tax Engagement 2.1 Although the GAVI Alliance is exempt from taxation, it is still required to file tax returns in the United States and Switzerland. A tax engagement letter has been provided by KPMG in Washington United States for tax services. 2.2 KPMG has proposed a fee of US$ 8,000 for 2010 and this represents no increase versus last year. The Secretariat considers this fee reasonable and will suggest that the Audit and Finance Committee recommend this engagement to the Board. 2.3 The Board approved in November 2009 an engagement with KPMG SA/AG to provide Swiss tax consulting services. The engagement was for a fixed price of $8,000 for the fiscal years 2009 and GAVI Secretariat, 16 November 2010

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10 US Tax Engagement Letter November 12, 2010 PRIVATE Mr. Tony Dutson Senior Director Finance & Chief Accounting Officer The GAVI Alliance 2 Chemin Des Mines 1202 Geneva Switzerland Dear Mr. Dutson : We are pleased you have engaged KPMG LLP ( KPMG ) to provide tax compliance and tax consulting services for The GAVI Alliance; ( Client or you ). This letter confirms the scope and related terms of your engagement of KPMG. I. Tax Compliance Services RETURN REVIEW SERVICES We will review the following returns, supporting schedules, and associated work papers for the taxable year ending December 31, We understand that we should review the following returns for you: The GAVI Alliance; U.S. Form 990, Return of Organization Exempt From Income Tax We will sign the return(s) as paid preparer provided that, in our best judgment, signing the return(s) would be consistent with applicable law and professional standards. However, we will not file extensions for any returns listed above that we are reviewing. At the completion of the engagement, KPMG will provide you with a written memorandum summarizing the work performed with respect to this review. Extensions Extensions may be filed for initial due dates of the returns, if allowed by the regulating authorities. If necessary, and if allowed by the regulating authorities, we will prepare extensions for the returns listed above. Further, if we do not receive all the requested information from you in time for us to prepare the returns by the next statutory due date, we will prepare and file a request for an additional extension of time to file the return(s) listed above for which an additional extension is available. If a payment is due, we will prepare a request for an extension of time to file the return(s) and provide it to you for your signature and filing. If you notify us at Doc #09a, Page 9

11 US Tax Engagement Letter least thirty (30) days before the due date, we will assist you with the determination of the amount of the extension payment required to extend the time for filing the returns. ESTIMATED TAX PAYMENT ASSISTANCE We understand that we will not be providing assistance to you with the determination of any quarterly estimated tax payments for the subsequent year. Other Matters This engagement letter is also intended to apply to preliminary engagement planning activities related to the tax and information returns specified above for the immediately succeeding tax year. We will provide you with a list of the information we will require in order to prepare the returns. We will perform these services from the information you submit. We will not audit or independently verify the data you submit. However, we may ask for clarification of some of the information. Our engagement cannot be relied on to uncover errors, omissions, or irregularities, should any exist in the underlying information incorporated in the tax return(s). However, we will inform you of any such matters that come to our attention. Because management has ultimate responsibility for the tax return(s), please have the appropriate corporate officials review the return(s) before an officer signs and files the return(s). Please note that if you had a taxable presence (e.g., any income sourced to a jurisdiction, an employee within the jurisdiction or any tangible property owned or rented within the jurisdiction) in a jurisdiction not listed above, you may be subject to income or franchise tax in that jurisdiction, depending upon the particular facts. It is Client s obligation to notify KPMG if assistance is needed to determine whether you are liable for income or franchise tax or have a filing requirement in any jurisdiction not listed above. All returns are subject to examination by the taxing authorities. In the event of an examination, you may be requested to produce documents, records, or other evidence to substantiate the items of income and deduction shown on the tax return(s). In preparing your return(s), we rely on your representations that you understand and have complied with applicable documentation requirements for your income, expenses, deductions, and credits. If an examination occurs, and if you and we agree to have KPMG assist or represent Client in the examination, any such additional services and the fee therefore would be set forth in a separate engagement letter. Transfer Pricing We did not prepare or participate in the preparation of a transfer pricing study to account for actual or imputed transactions between any related entities for the taxable year. Under section 482 including Treasury regulations, interpreting those sections, the Internal Revenue Service has authority to reallocate income and deductions between related parties under certain circumstances to accurately reflect income. Upon our request, you will also provide us with representations that Doc #09a, Page 10

12 US Tax Engagement Letter you are in compliance with those requirements as well as additional support. In some situations, it may be necessary for you to obtain a transfer pricing study to substantiate your filing positions under section 6662 of the Internal Revenue Code and the authorities, including Treasury regulations, interpreting those sections. Tax Return Standards KPMG applies elevated standards in preparing tax returns. Under these standards, we must be able to determine that a return position is at least more likely than not to be upheld (i.e., has a greater than 50 percent likelihood of success if challenged by the taxing authorities). If a return position relates to a transaction that is a principal purpose transaction" or a transaction that the IRS or a state tax authority has identified as a listed transaction, we must arrive at a should confidence level (i.e., approximately a 70 percent or greater likelihood of success if challenged by the taxing authorities) with respect to the position. In determining whether a return position meets the appropriate standard, we will not take into account the possibility that a tax return will not be audited, that an issue will not be raised on audit, or that an issue will be settled. We will inform you as soon as possible if, during our preparation or review, we determine circumstances exist that prevent us from completing the tax return under these standards. We will not render any advice with respect to a federal or state listed transaction or any transaction that is substantially similar to a federal or state listed transaction. Electronic Filing KPMG has not been engaged for electronic filing. It is the responsibility of The GAVI Alliance to comply with the mandated electronic filing federal requirements to timely submit the return to the tax authorities. We are required to sign the appropriate e-signature form(s) as paid-preparer for each Federal/state return listed above that is subject to mandated electronic filing requirements. II. Tax Consulting Services This engagement letter also covers tax consulting matters that may arise for which you seek our advice, both written and oral, and that are not the subject of a separate engagement letter. We will apply the elevated standards described in the Tax Return Standards section of this letter with respect to any such advice which would cause KPMG to be considered a tax return preparer under Treasury Regulation KPMG will not render any advice with respect to a federal or state listed transaction or any transaction that is substantially similar to a federal or state listed transaction. The general tax consulting services included in this tax compliance engagement letter pertain to: (1) routine tax advice concerning the federal, state, local, and foreign tax matters related to the preparation of the prior year s federal, state, local, and foreign tax returns; (2) routine tax advice concerning the federal, state, local, and foreign tax matters related to the computation of the client s taxable income for the current year or future years; and (3) routine dealings with a federal, state, local, or foreign tax authority (e.g., responding to automated interest and penalty notices, preparing tax computations based upon the taxpayer s concession or settlement of an issue with the relevant tax authority). Doc #09a, Page 11

13 US Tax Engagement Letter If matters exceed the scope of this engagement letter, we will issue a separate engagement letter or clarifying addendum to confirm the scope and related terms. Furthermore, a separate engagement letter will be issued for each discrete tax consulting project not specified in this engagement letter (e.g., transfer pricing study, assistance with grant making procedures, private letter rulings, etc.) and for tax controversy representation. When, in the course of providing general tax consulting services, it is determined that the service would exceed the scope of this letter, preliminary engagement planning activities undertaken prior to the issuance of a separate engagement letter for the discrete tax consulting project are intended to be covered by this engagement letter. To be of greatest assistance to you, we should be advised in advance of proposed transactions. We do not anticipate that the written tax advice provided under this engagement letter will be a Covered Opinion as defined in of Circular 230 (Covered Opinion). Therefore, all the written tax advice provided under this engagement letter will contain the following legend: ANY TAX ADVICE IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN BY KPMG TO BE USED, AND CANNOT BE USED, BY A CLIENT OR ANY OTHER PERSON OR ENTITY FOR THE PURPOSE OF (i) AVOIDING PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER OR (ii) PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY MATTERS ADDRESSED HEREIN. However, if our services will rise to the level of a Covered Opinion, we will issue a separate engagement letter for the issuance of a Covered Opinion. GAO Independence Standards We have considered the effect of this engagement on the ongoing, planned and future audits as required by Government Auditing Standards and have determined that this engagement will not impair KPMG s independence. Fees I. Tax Compliance Services We estimate that our fees for tax compliance services will be the lesser of: Actual time incurred to complete the work at our standard hourly rates for the individuals involved in providing the services; or $8,000 Doc #09a, Page 12

14 US Tax Engagement Letter In addition, we will bill you for our out-of-pocket expenses (e.g., travel, lodging, meals, etc.). We will also bill you an administrative recovery fee equal to 10% of our discounted standard hourly rates for the time incurred in completing this engagement. We will endeavor to notify you if we encounter any circumstances that warrant additional time or expense in connection with our services. Examples of such circumstances include, but are not limited to, providing more than two draft returns to you for review, or providing us with information that is inaccurate, untimely, incomplete, or not in the format we requested, or if there are additional filing requirements associated with ownership of, or transactions with, foreign parties, excise taxes, protective disclosures, federal or state income taxes, or state charitable filings that were not included in the scope of tax compliance services described above. If such matters exceed the scope of the engagement we will issue an addendum or separate engagement letters to confirm the scope with you. Our fees for tax compliance services will be progress billed as follows: Progress bill to be mailed on Amount to be billed Receipt of signed engagement letter $ 4,750 Delivery of returns Balance due II. Tax Consulting Services Our fees for any tax consulting services under this engagement will be based on the actual time incurred to complete the work at our standard hourly rates for the individuals involved in providing the services. In addition, we will bill you for our out-of-pocket expenses (e.g., travel, lodging, meals, etc.). We will also bill you an administrative recovery fee equal to10% of our discounted standard hourly rates for the time incurred in completing this engagement. Our fees for tax consulting services will be billed as incurred. Consent to Disclose and Use Tax Return Information Federal law prohibits our disclosing, without your consent, your tax return information to third parties (such as one or more KPMG International Member Firms or to KPMG LLP s India-based returns processing center, the Q-Center ) or our use of that information for purposes other than the preparation of your return. In executing this engagement letter, you authorize KPMG LLP to disclose your tax return information to the Q-Center or such other third party service providers as you may request or as may be required for purposes of completing the services under this engagement letter (including, but not limited to, the processing of your return). Your consent will be valid until such time as we have completed the services described in, and any services that are ancillary to, those described in this engagement letter. * * * Doc #09a, Page 13

15 US Tax Engagement Letter The attached Standard Terms and Conditions for Advisory and Tax Services are made part of this engagement letter. Please sign the enclosed copy of this letter to confirm our agreement and return it to us as soon as possible so that we may begin work on this engagement. Unless otherwise terminated, modified, or superseded in writing, this engagement letter is intended to apply for a period of 15 months from the date of signing by the client. In addition, effective as of the date of signing, this engagement letter supersedes any and all previously issued engagement letters pertaining to the services described above. If you have any questions, please call me. Very truly yours, KPMG LLP D. Greg Goller Managing Director, Tax Enclosures: Standard Terms and Conditions for Advisory and Tax Services ACCEPTED: The GAVI Alliance Name Date, cc: Pierre-Henri Pingeon; KPMG Audit Partner, Geneve Doc #09a, Page 14